The Fall of Equestria
by AscendingAnthem
Summary: After a nuclear bomb is dropped on Equestria to neutralise an undead threat, four ponies find themselves in a fallout shelter together. Fluttershy, Applejack, and two other ponies that they haven't seen before. What will happen to them? How will they survive? Moreover, who are these two new ponies?
1. Chapter 1

_Authors Note: This is a collab with FimFiction user Mist Shaker. Anyway, this fic will contain excessive gore, dark stuff, sad stuff and periodical sex (hardcore is a maybe). You have been warned._

_Nuclear explosions…_

_One thing which is seldom heard in Equestria. But it still exists nonetheless._

_Equestria was overrun... overrun by an enemy we knew as friends and family before the infection and the nukes._

_None of us feel particularly proud of what we did. But it was either this, or lay down and die._

_We don't know how many may have survived the blast, but we know they are out there. But as the search continues, we may have to accept a harrowing truth...we will have to fight the extinction of ponykind, the problem is the way it will have to be done._

Applejack was leaning against the door, breathing heavily, the implications of what had just happened hit her. It all seemed like a dream, one terrible nightmare. But this felt too real… too vivid.

She gazed around the small nuclear shelter, her eyes sliding from one pony to the next. There were only four of them, and she had no clue who two of them were.

The first one wore a hood with a cloak, and he was leaning back against the wall, whispering to himself. Every so often, his eyes darted around to look at the others before he resumed his quiet monologue. Applejack couldn't make out anything much about him, apart from his piercing blue eyes.

The next one she didn't know either. He sat in the darkest corner but his features were still quite clear. He wore jeans, ragged from fighting the undead, and he had an air of confidence around him. His coat was a dark grey, near black. His black mane was brushed in front of his eyes. Applejack could feel whatever hid behind the hair watching her.

Her eyes slid to the only familiar face she knew, and it was the most scared out of the bunch. Her aqua eyes were darting around so much that they almost seemed blurred. Her yellow coat was slightly spattered with dirt and mud; the same colour wings tucked tightly into her body. Her eyes were starting to fill with tears and she looked down at the ground, trying to hide them from view.

For the longest time, none of the four said a word. They were either too fearful to say anything, or they were watching the others with a keen eye, watching… waiting for any sign of weakness.

After what seemed like an hour of prolonged silence, the stallion in the darkest corner stood.

"The name's Mist Sh-" The stallion faltered. "The name's Mist. I know that this isn't the best way to meet, but it seems that circumstances brought us here for this reason. To survive the wasteland." Mist looked solemnly around at the three other ponies. "Since it is only proper to introduce ourselves, I must ask, what are your names?" Mist asked, keeping a solid gruff tone.

Applejack slumped to the floor of the bunker realizing that four of her closest friends have been killed in the blast. She buried her face into her arms, quietly sobbing. She felt somepony place a hoof on her shoulder. She looked up, hoping to see Fluttershy's small cute face, but she was taken aback by the appearance of the hooded pony, who threw off his hood and cloak in an instant. His coat was a light brown and his mane was a slightly darker shade of the same brown, out of which protruded his horn. He smiled down at Applejack reassuringly.

"I'm Mountain. Mountain Heart." he said. "And what's your name?"

Applejack wiped her eyes and managed to choke out, "A-Applejack." Mountain Heart sat down next to the orange mare and placed a hoof around her shoulder. Applejack started to cry again, still grieving over the friends she had lost.

Mist walked over to the yellow pony, who still had to introduce herself. "Hey there, what's your name?" he asked her in a calm reassuring tone. The yellow mare didn't answer instantly; she just slightly moved away from Mist, fear still plaguing her eyes.

Mist looked into those eyes, he knew that look. He once again asked for her name. The yellow mare took a deep breath.

"I'm- I'm Fluttershy." Fluttershy stated, her voice barely above a whisper and she once again dropped her face to stare at the expressionless ground.

Mist sat down next to Fluttershy and placed a hoof under her chin and lifted her face to look her in the eyes. For a while, no one in the shelter spoke; only held each other in a quiet moment of companionship.

Mist looked over to Mountain and asked "How's she taking it?" with a concerned tone.

Mountain Heart leaned over and whispered into Applejack's ear. "How you holding up?"

"Everypony I ever loved is most likely gone. My friends, my family. It's just- too much." cried Applejack, and she broke down into sobs.

Mountain looked back at Mist. He knew what she was feeling. He considered himself a loner, but he still had family… he still had friends… at least, he did.

"Not very well." said Mountain.

Mist stood and walked over to Applejack, motioning calmly for Fluttershy to follow, and sat down on the other side of her, wrapping a comforting wing around her.

Fluttershy sat down in front of her, whispering words of comfort to her. The three of them just sat there, comforting Applejack, disregarding their own losses at the sight of the weeping mare.

After hours of crying, Applejack finally calmed down, still sniffling, wiping away her tears. She looked at Mountain, who returned her soft gaze with an almost loving affection in his eyes.

She then looked over to Mist, wing still around her shoulder. He looked at her with a look that could almost seem to express the same feeling she felt before she began sobbing. She could see the emotion he'd been holding back for so long.

Then her eyes turned to Fluttershy, who's aqua eyes glistened with a light that seemed only apparent to her.

Applejack pulled the three into an embrace, showing her appreciation for her new friends and Fluttershy, they returned her embrace with the same appreciation.

After an hour, Mist said "We really should consider getting some rest." yawning from exhaustion, even though not much was done other than sitting in a bunker and comforting his friend in her time of need.

"He's right. After what had transpired today, we really should rest up." Mountain stated, yawning soon after.

Soon they were all in their own bedrolls they were stored in the bunker, all but one drifting off to sleep.

"_Why is this happening to us? Why couldn't I save all of my friends? Who is the one responsible for all of this in the first place?" _Applejack thought to herself, looking up at the ceiling of the bunker, her eyes threatening to burst again.

After an hour had passed, Applejack finally closed her eyes, letting out a sigh, drifting into the dream world.

_She saw the outside world, destroyed due to the explosion rent by the warhead. Rising up out of the rubble were four other ponies. She recognized them instantly. Her friends… they were alright! She galloped towards them, hoping to ensnare them all in a hug. However, as she drew closer, she noticed that her friends were not… normal. They were all darker shades of their former colours. The 'new' Rarity noticed her and let out a groan, raising a rotting hoof. The other members of the mane 6 turned their heads slowly to face her. Applejack let out a scream. The four ponies ahead of her slowly trotted closer to her._

_They were all rotting. Bits of flesh hung off their bodies and their eyes were sunken and lifeless. Pinkie Pie was even missing an eye. Her smile was stretched out wide, so wide in fact that it was scary. Rainbow Dash was missing one of her wings. Twilight Sparkle, who led the slow progression of Applejack's friends towards her, had part of her face missing, so that Applejack could see the skull underneath._

_Applejack was frozen in place. She couldn't move. Her friends were upon her, and then… they started feasting on her. Applejack watched as her vital organs were ripped out of her body. She watched as her blood flowed from her body. She watched as her friends slowly consumed her. Her voice caught in her throat; she couldn't even scream for help. All she could do was watch and feel the pain coursing through her._

Applejack sat bolt upright, smashing her head on something.

"OW!" yelled Applejack and another voice simultaneously.

Applejack blinked a few times to clear her foggy vision. It was dark in the bunker, but she saw what she had hit.

Mountain Heart was on the ground rubbing his head and staring at Applejack with a look of concern on his face. Applejack looked around. She was still in the bunker and she also noticed that neither Mist nor Fluttershy had awoken.

"Are you alright?" asked Applejack, trotting over to Mountain and helping him to his hooves.

"I'm fine. How about you? I heard you talking in your sleep, and it didn't sound good, so I came over to see what was wrong. I was about to wake you up, because you were rolling around frantically."

_That must of been when I woke up, _thought Applejack.

She cleared her throat. "I'm sorry I hurt you."

"I told you already. I'm fine." replied Mountain. "But you're not though. Tell me what happened."

Applejack shook her head. She couldn't bring herself to speak about that… nightmare.

"Are you sure?" asked Mountain. "Talking always helps."

"No!" shouted Applejack. Mountain stepped back from her.

"Fine… goodnight, Applejack." said Mountain bitterly. He started trotting back to his own bedroll.

"Mountain, wait!" pleaded Applejack. Mountain stopped, but he didn't turn and look at Applejack. "Could you- would you… can you sleep near me tonight?"

Mountain turned, his head cocked to one side. "Why?"

"I just… want somepony friendly near me." said Applejack.

Mountain turned and trotted away. Nothing happened. Applejack threw herself back onto her bedroll.

_Good on you, Applejack, _she scolded herself. _You've just lost one good friend. I mean, sleep next to me? Why did I even say that!? Why would I ask somepony who I haven't known for longer than a day to do something like that? Why-"_

Her thoughts were interrupted by the sound of something being dragged across the ground.

Applejack looked around and saw Mountain dragging his bedroll towards her. He laid it next to Applejack and laid himself on it, looking at her. Applejack gazed right back at him. She sighed in relief knowing that things were okay, for now.

"Thank you." whispered Applejack, as she once again closed her eyes.

Mountain just lay there for a while, staring at the sleeping mare who had a slight smile on her muzzle, thinking. _"She really is taking it hard. I'll need to keep an eye on her just in case she breaks down or has another nightmare again." _he thought, before closing his own eyes, and drifting back to sleep.

After a rough night, Fluttershy wakes to the newly familiar sight of dense concrete walls, dusty concrete floors, and dark corners, the others still sleeping somewhat peacefully. After sitting for a moment she decided to stand and walk around while walking to the store room, taking note of the supply of food and water stored. She also noticed a few weird looking suits hanging from the walls. She left the supply room and sat down on her bedroll, thinking.

After about an hour, the rest of the group begins to wake up. Mist closed his hoof on the door handle, but then withdrew it. It would still be quite dangerous to leave, not just because there might be those things still out there. Nuclear radiation...

He turned and looked at Fluttershy, the only pony completely awake. "What's the supply look like?" he asked.

"There's enough food and water for a month. At the most." she stated "I also saw some weird looking suits in there."

_Weird suits? _Mist walked into the supply area and looked at the suits. He didn't have the faintest idea of what they were.

He walked out of the store area, pondering what those suits might be, but to no avail. Mountain Heart was just flickering his eyes open. He sat up, rubbing the sleep from his eyes and stared wearily at the pacing stallion.

"Mist, what are you doing?" he questioned.

"Fluttershy found some sort of suits in the store area, I went to look at them and I can't seem to figure out what they are." Mist answered "Might you be able to tell us?"

"Suits?" Mountain's eyes lit up. "I'll take a look at them."

He got up and stepped carefully over Applejack before making his way into the storeroom. After a moment, a shout reached the ponies outside.

"Ha! Celestia has blessed us!" said Mountain, trotting out.

"You know what they are?" asked a puzzled Mist.

"Sure do! They are hazardous material suits. Hazmat for short. They will protect us against any radiation still floating around. These one's are top notch too. Class A standard." Mountain exclaimed.

"How do you know that stuff?" said Fluttershy.

"Well, when your special talent is surviving, you have to know this stuff." Mountain said in a matter-of-fact like tone.

"So that means that we can go out there, but what do we do about other forms of protection. We need weapons, don't we?" asked Mist with a hint of confusion "In case there are any mutated creatures out there."

"I'm pretty sure that the infected have been destroyed, but it can't hurt to be prepared." replied Mountain.

After a minute of discussing the suits and defense, Applejack awoke from her slumber, blinking her eyes a few times, wiping away the sleep.

"What have I missed, y'all?" Applejack asked, shaking her head slightly, her long ponytail swinging around. Applejack had lost her hat somewhere.

"Well, to start off, we have a month's supply of food and water. On the other hoof, we have hazmat suits to protect us from the radiation." stated Mist. "Unfortunately though, we don't have

any sort of weapon to protect ourselves with."

"I believe there might be a shotgun back at the old barn, maybe we could start searching there?" Applejack started, slowly getting to her hooves.

"You seriously not thinking of going out there, are you?" asked Mist, his eyes wide.

"I know Ponyville better than most ponies, even if it is destroyed. I'll be the best one out there right now."

"Well, you're not going alone." said Mountain, trotting over to her. "I'm coming too."

"Just be careful out there, okay?" Fluttershy said, her voice just audible enough to be heard.

"We will. Mist, are you gonna take care of Fluttershy while we're gone?" asked Applejack, looking straight at Mist. For a fraction of a second, Applejack though she saw Mist blush, but she blinked, and whatever she saw had gone.

"Yeah, I assure you, I will let nothing happen to her." Mist said positively, assuring Applejack that he would let nothing happen to her as he placed a leg over her shoulder.

After putting on the hazmat suit, Applejack felt alert and ready. She nodded at Mountain Heart, who has already got his hazmat suit on and the two walked towards the door. Applejack placed a hoof on the handle and with a strong tug, opened it. Applejack turned and waved at Mist and Fluttershy, who were sitting together in the middle of the shelter. They waved back to Applejack and Mountain, who stepped out of the shelter and closed the door behind them.

There was another door here, so Applejack opened this one as well. As it slid open, Applejack gasped as the destroyed remnants of the little town she once knew came into her view. The sky was a dark grey and no sunlight filtered through the dark clouds.

This was Ponyville.


	2. Chapter 2

_We thought dropping a nuke would solve this crisis. We only hoped that there were some survivors out there, but chances were slim. We hadn't even thought of telling the ponies on the outside about the strike._

_The deaths still played on our conscience. We acted before we thought about the implications of what we were doing. No heroes in this battle._

_The deaths were in vain. The nuclear attack had no effect on the infected. If anything, it had just made them stronger._

_What had we done?_

_The answer seems pretty clear. We have done nothing more than slay every living uninfected pony in all of Equestria._

The fallout shelter

The door slid closed as the orange mare and the brown stallion exited the shelter, leaving Mist and Fluttershy sitting alone in the center.

Mist looked at the frightened yellow mare next to him. Fluttershy wasn't looking at him; just examining the stone ground. Mist wanted to know what she was feeling, so that he could help her in some way. He sighed. He hated doing this, but it was his ability after all.

He placed himself in front of Fluttershy and tilted her head up to face his. He stared directly into her eyes, feeling the power build up behind his own. His eyes glowed an electric blue. He focused on the pupils of the pony in front of him.

A torrent of emotions hit him as a wave of images flooded into his head. He quickly cut the connection off, not wanting to wallow in Fluttershy's sadness. He now understood. Now he could help. It was the same doubts; the same fears that he himself also had. The mare in front of was looking at him with wide eyes. He placed himself next to her and wrapped a wing around her comfortingly.

He hadn't lied when he promised to Applejack that he would take care of her. He wasn't joking when he vowed to keep her safe.

Meanwhile, out in the wasteland

Applejack stumbled on the rubble of a destroyed structure. Regaining her footing, she looked around at the town she once knew.

The nuclear bomb had left Ponyville a mere shadow of its previous glamour. Tall, proud buildings that had lasted ever since Ponyville's inception had been destroyed, the wooden remnants littering the ground. Some, miraculously, were still standing, however they were just shells of their former self. The Everfree Forest was now just a mass of blackened, dead trees. Applejack felt another pang of loss as she remembered about Zecora. The black-grey clouds above her reflected what she felt as she looked sadly upon a decimated town.

After pondering over the remains of Ponyville, Applejack and Mountain Heart headed to what was Sweet Apple Acres and began looking through the remains of the barn, which were burnt but somehow still standing, knowing that there was a risk of the building collapsing, each step had to be taken carefully.

After what seemed like an hour of searching, " Found something over here, care to verify?" Mountain called out to Applejack, pointing under a bale of hay.

"Is that… a trap door?"

"How much longer do you think they will be out there, Mist?" asked a still somewhat fearful Fluttershy.

"Honestly, I hope they will be back soon, but I don't know how much longer they will be out there. Only time will tell." said Mist, getting a bit worried himself but not showing it for fear that it would only cause Fluttershy to worry more.

They sat there in silence. [i]"What am I going to do with myself if I fail to protect her as I had promised I would? Would my survival be in vain? What purpose would I have if I failed to protect those that I swore to protect?"[/i] Mist thought to himself, the weight of each question bearing more emotional pressure on him.

A wave of loss and darkness came crashing into him and he nearly crumbled to the floor, as he tried to wave off the sudden emotion, he went to the darkest corner to think of why these emotions flood him like they do.

Mist started to think about the different kind of creatures that called Equestria their home. Most of the creatures would have perished in the blast. But then a horrible thought came to mind.

_Could the changelings have survived the nuclear blast? No, it can't be possible._

_The nuke wiped out everything that wasn't aware of the nuke being dropped on Equestria._

_Theres no way they could have survived it without being warned or already knowing, but how? Who could have warned them? What If the individuals that Mist warned in Manehattan were changelings? Could that be possible?"_ Mist thought to himself

Fluttershy looked at Mist, seeing that he was thinking of something that was really weighing down on him. In an attempt to ease the stress, she walked over and placed her own wing around him.

He looked directly at her, then at the ground and let a tear fall. Fluttershy moved to sit in front of him and pulled him closer to allow him to shed his tears into her shoulder, giving him what emotional support she could. She gently rubbed her forehoof through his mane and she wrapped both of her wings around him.

Then the answer Mist was looking for came to him. He began weeping even more as he realized that he failed to warn his friends even though he had thought he'd warned them. The guilt, caused by the realization of his failure to warn his real friends instead of possible changelings, and the loss of his friends and family had sent him over the edge of the cliff of emotion.

"I never knew this was here." Applejack said surprised. "This is an armory I never knew we had. Was this put here in case of such events as these?"

The weapons under the barn weren't the best, but they were weapons none the less.

Noticing a duffel bag on the ground "I don't know. Lets put all of the weapons and ammo in this bag so we can hurry up and get back to the others." Mountain said with a hint of urgency.

With their knowledge of time being the essence of their chances to survive their current trip into Ponyville, they hurriedly take all of the weapons and ammunition in the room placing the weapons they did not chose to use and loaded themselves down with ammunition for the weapons they did chose to use, both choosing a 12 gauge shotgun.

They hurried up the stairs to the surface through the trap door they found, taking notice that the barn was about to collapse as they heard a weak groan from the structure. They ran outside and just to finish it, Applejack threw a rock at the barn, causing it to collapse.

They were walking back to the shelter when Applejack's eyes passed over something familiar. She stopped, gazing at the burnt remains of a tree. _How was this familiar?_, she asked herself. It was quite a large tree, nothing special about it. Applejack examined the tree further and then she realised why this tree was so important.

Twilight…

Mountain looked around and saw Applejack just staring at the tree. He trotted back to her.

"What's up?" he asked.

"Twilight…" murmured Applejack.

"Who?"

Applejack galloped straight towards the empty space that once was a door. Mountain galloped after her. Entering the ruined house, Applejack started to look around, hoping for a small sign of life. Mountain Heart entered behind her.

"Applejack, what are you doing?" said Mountain, slightly angry.

"Twilight, where are you?" whispered Applejack, more to herself than Mountain.

She galloped up the stairs to Twilight's bedroom, once again looking around for any sign of the purple unicorn. Her visual search revealed nothing to her, so, carefully, she started to clamber over the rubble. Mountain Heart just watched as Applejack searched desperately for Twilight. Applejack was about to give up, when she tripped over something. Picking herself up, she looked back to see what she had tripped over, expecting to see a book cover or a sticking up piece of building.

She wasn't expecting the sight her eyes gave her.

"Hey, Fluttershy." Mist said, still clearly sobbing into Fluttershy's yellow shoulder.

"Yes, i- is there something you want to talk about?" Fluttershy asked, gently caressing Mist in her caring embrace.

"I- I… Yes, there is." Mist choked before nearly breaking down again. He took a deep, shuddering breath, but still found himself unable to continue. For a while, he just focused on the softness of the mare who was holding him. He closed his eyes and just listened to the slow breathing of Fluttershy.

There was something about this mare that made Mist feel… different. More alive inside than he had felt in a long time, before all of this shit happened. He buried his face into Fluttershy's shoulder again, savouring the feel of the individual fibres brushing against his face. His heart finally seemed to start beating again. He moved his head off Fluttershy's shoulder to stare her in the eyes. His disjointed thoughts finally formed words.

"I was just as timid as you when I was younger. My friends accepted me for who I was, but now that all of this has happened, my friends are… Well, lets just say that I'll never get to see them again."

Taking another deep breath, Mist continued.

"It does bother me to know that, but I don't let it get in the way of survival. in fact I let it fuel my will to survive, not that I don't miss them, 'cause I really do."

Silent tears fell down Fluttershy's face as she listened to Mist. For nearly five minutes Fluttershy and Mist just sat there with tear filled eyes, not saying anything, not moving from their current position, then after the fifth minute the two slowly leaned in, half closing their eyes before connecting their lips and holding each other in an affectionate and loving embrace keeping the kiss going for a good minute.

After another half a minute passed they broke the kiss and said only three words simultaneously "...I love you." and with this the two resumed their kiss.

Applejack gasped. She was seeing what she had tripped over clearly, just her mind wasn't allowing her to accept it.

For she had tripped over a pony's leg.

Applejack slowly moved over to it. She poked it with her hoof and jumped back. The leg didn't move, thankfully. She knelt down and brushed away some of the rubble. Slowly, a shape appeared in the wreckage. She moved a little bit more rubble and the shape was thrown into the light. Applejack had uncovered the burnt and crushed remains of a pony. Even in it's deformed shape, Applejack knew who it was.

"Twilight…" said Applejack, fresh tears pouring down her face. "Twilight, no…"

She pounded her hoof into the ground, causing a small cloud of dust to rise from the earth. She hauled the body of her friend out of the rubble, slinging the lifeless corpse over her shoulder. Mountain looked over at Applejack, with a puzzled expression on his face.

"Who's that, Applejack?" asked Mountain, pointing at the figure on Applejack's shoulder.

Applejack didn't reply immediately. She slowly moved down the stairs, heading towards the door, Mountain following her. She laid Twilight's corpse on the ground and turned to face Mountain, tears still falling from her face.

"We have to give her a proper burial." said Applejack.

"Who is she anyway?" asked Mountain, not taking his eyes off the corpse.

"Twilight Sparkle. One of the best magic users in Equestria. And my best friend. I have to bury her."

"Fine. But let's do it quick. I have a bad feeling about this. Allow me."

His horn glowed brightly and the dirt in front of them writhed. The dirt moved and formed a rectangular hole, which Applejack laid her fallen friend into. After a few moments, Applejack motioned to Mountain, and he swept the dirt back into the hole, leaving no trace there had even been a hole dug. Applejack swore that she would come back here one day as they turned and trotted briskly away.

Once outside Ponyville, Applejack pondered over the sight of the destroyed town once more, thinking of what she could be doing if this didn't have to happen.

"Hey AJ, you coming?" Mountain called to her, breaking her from her trance over the town.

"Oh uh, yeah." Applejack answered, heading to the shelter down the road where the other two are waiting inside.

Mist was still holding Fluttershy close to him, when all of a sudden they heard hoofsteps outside the shelter.

Fluttershy's ears were the first to perk, hoping that it was Applejack and Mountain

"Mist, do you hear that?" she asked.

Mist turned to listen more closely. His ears perked when he heard the first door to the shelter open. Mist stood, ready to fight whatever came through.

The locking mechanism on the second door came undone and the door slid open revealing two ponies armed with shotguns, one of them carrying a bag..

"Mist, it's us. You can calm down now." Mountain said.

Mist relaxed from his defensive stance and sat down as they dropped the bag in the middle of the room revealing the weapons and ammo within.

Seeing that the weapons were found out there, Mist asked "Did you find any survivors?"

"No, we didn't. But we did find a body." replied Mountain, nervously glancing at Applejack as he said this. [i]Should I let her tell them? Or should I?[/i]

Applejack moved towards Fluttershy and hugged her tightly.

"I- It was… Twilight, Fluttershy…" said Applejack, nearly overcome by a fresh wave of tears. Fluttershy gave a small gasp of horror and tightened her arms around the orange mare.

Mist knew that the two were taking it harder than he had taken his loss, so, setting his losses aside, he walked over and places his wings over them. After a while, Mountain suggested that they sleep, and slowly they started to get ready for the night. Mist walked over to Mountain and pulled him away from the others.

"How are you taking it?" he asked, looking at the other stallion with concern.

"I- I'm fine." said Mountain, a little too quickly.

"Come off it." scoffed Mist. "You're just as scared as those two over there. So am I."

Mountain nervously rubbed his hoof across the ground. He wasn't the one to show emotion. Survival was an emotion to him, with no place for love, hope, fear or happiness. But…

"Yeah… you're right." answered Mountain, and he trotted right past Mist without another word.

As the light was turned off, Mountain laid himself down next to Applejack. He slowly closed his eyes, his head still buzzing from the chat with Mist.

Meanwhile, at the other end of the shelter, two figures were silently conversing with each other. After a while, they hugged and gave a final kiss before they lay down together protectively, as sleep washed over them all.


	3. Chapter 3

_A clear sky, ponies about their business, friends conversing amongst themselves._

_He remembered it all, this was Manehattan. Before him were his four friends, but their expressions were different, all he could see was anger, hatred, and disappointment in the look the eyes were placing upon him with murderous intent._

_The sky had turned a dark grey, everypony had fled to their homes except the ones before him._

_Before too much longer he took off running, trying to escape his aggressors, as they were slowly gaining on him, he decided to run down an alley, hoping for an escape route._

_Panting heavily from running for so long he slowed down and began walking, still searching and hoping they hadn't followed. He stopped, unfortunately, at a dead end and turned to see that they were right behind him._

_He tried to fly, but nothing happened, he looked at his back only to seethat his wings were non-existent._

_Beginning to panic, "C- C'mon guy's, w- why are you doing this?" he said "I- I don't understand, w- why are you trying to kill me?"_

_No response._

_He tried screaming for help, no one heard him._

_He broke down in tears as his fate came to him and the ones that were his friends were upon him._

Mist woke with a near scream coming from his muzzle, bolting into a sitting position, causing the others to wake up.

"What in tarnation is going on here?!" Applejack shouted, being roused from her sleep at a rather undesirable hour.

After Applejack's fit of grouchiness, she looked over to see Mist breathing heavily, sweating heavily, shaking profusely.

"Uh, I think we oughta check Mist to see if he's okay ya'll." Applejack said with heavy concern laced in her tone.

The first to appear before him was Fluttershy, looking worriedly at him, then embracing him to attempt to calm him down as much as she possible could.

Mountain could see that he was still shaken by whatever it was that had gotten to him and decided to let him calm down before asking him anything.

After calming down a bit he returned Fluttershy's embrace still shaking somewhat, still unwilling to talk.

After a long period of silence, Mist appeared to be willing to talk, so Mountain walked over, Applejack close behind.

"Mist, tell me what happened." Mountain said.

Mist just looked down for a moment then said "I was there."

"Where, Mist. Where were you?" Mountain asked urgently.

"I was in Manehattan, I-" Mist choked.

"You what?" Mountain demanded "Tell me, what you saw in Manehattan?"

"It was like this had never happened, but my friends. The- they tried to…" Mist replied shakily pausing to take a deep breath.

"They what? What did they try to do?"

Preparing for the worst, Mist breathed deep again before saying "They tried to kill me."

Mist immediately broke into a fit of tears after describing his nightmare, burying his face into Fluttershy's shoulder, who still held him in her embrace as tight as she could. Applejack walked over and placed her forehoof over his shoulder, providing what comfort she could.

For a while, no one spoke, the only sound being Mist's sobs of regret as he was reminded of his friends for the second time since this had happened, until Applejack spoke up with tears beginning to build up in her eyes and said to Mountain "He's not the only one thinking of their friends right now." looking at Fluttershy, who was now in tears.

Applejack placed a forehoof over Fluttershy, keeping the one on Mist in place, pulling them both into her.

Nothing but the sound of tears being shed could be heard, the pain of loss was present among the three that were gathered together, its effect was devastatingly powerful this time. The group was there for the longest time, unmoving, just sobbing, holding on to each other, depending on one another, each trying to support the other as they grieved for their friends.

Mountain was leaning against the far wall, away from the group. He gazed upon the three and he realized that after all this time, he had lost something valuable to him. What it was he did not yet know, but it didn't bother him. Survival was all that he really strove for; he had no time to get weepy over some dead ponies. He joined the group and placed his forehooves around them, sharing in the moment of companionship.

The sound of mourning ponies was the only sound that filled the air, Fluttershy and Applejack, for their friends Pinkie Pie, Rainbow Dash, Twilight Sparkle, and Rarity.

The realization of Mist actually remembering the mane six in this instant, and two of them being here, mourning for the other four, only crushed him more than the loss of his friends in Manehattan, as Mist knew that these were his true friends that he was with and mourning for, he never knew Mountain until all of this had happened.

Mountain did have a brother, Midnight Star, who taught him everything about survival and navigating the world by the stars.

The thought of his brother brought him to tears as he remembered his brother's untimely fate because of all of this. "I- I'm so sorry Midnight, I should have brought you with me, it would not have been this way had I allowed you follow me to where I am now. You would still be alive if I had brought you with me, but I was so frustrated that I left on my own." Mountain thought to himself, breaking into sobs of regret.

It was in this moment that they realized what they truly felt for each other, they felt compassion, friendship and something much deeper. Applejack looked up to have her eyes locked with Mountain's and Fluttershy's were locked with Mist's.

I… uh… well…" stuttered Applejack.

"Shhh, you don't have to say anything. I think it would be best we just sit here for now." Mountain said, gently placing a hoof on her lips.

Fluttershy and Mist were already nuzzling each other lovingly and kissing occasionally; apparently they had already shared their true feelings for each other. Without saying a word, Applejack nuzzled Mountain under the chin causing him to gasp in alarm. After a minute of being unsure of how to react, he nuzzled her back.

"You know, I knew this would happen, but I wished that it wasn't true, but to a certain point I am glad it did." Mountain said, sighing immediately after.

"Wh- Why's that?" Applejack asked out of confusion.

"It brought me closer to the somepony that I never thought I would meet." He stated with a smile on his face as he watched her try to figure it out.

"Who is it that you have been looking for and for what reason? Applejack questioned, giving up on figuring it out.

Mountain laughed. "You. I have always loved the apples from Sweet Apple Acres, and I knew that the daughter of the Apple family was just as lovely."

Applejack's blush at the words went darker "How'd you hear about me?" she asked.

"Oh, let's just say that Braeburn and I ar- were good friends. I was in Manehattan trying to get my family to understand that this was going to happen, but the only one that did understand was my brother, Midnight. My parents wouldn't let him go with me. I intended to sneak him out, but I was so frustrated that I just left." he explained.

"Well, he did talk about me a lot, and I am sorry for your family, especially your brother." Applejack said with sympathy heavy on her voice, still shaken by the effect of the loss of her friend, and not knowing about the other three.

"Thank you, he really was the only pony that I could talk to about anything, until now." Mountain stated.

"Twi- Twilight was one of my closest friends, as you might be aware due to my behavior when I found her. I don't know if the other three are alive or dead, but I still mourn due to their absence." Applejack said, nearly choking as tears flooded from her eyes as she spoke.

Mountain wrapped his forehooves around her, embracing her tightly, comforting her as she wept into his shoulder.

After a while, Mountain noticed that he no longer heard Applejack crying. He looked to his shoulder to see that she had fallen asleep in his embrace, he couldn't help but momentarily admire the sleeping mare in his arms before he said to the others "I think it's time we got back to bed, as you can already see." revealing Applejack, in a deep sleep.

"Good idea." Mist replied, lying down and waiting for Fluttershy to join him

Fluttershy nodded and laid down next to Mist. The two kissed once more before falling asleep in each other's embrace.

Mountain joined Applejack, lying down next to her, he placed his forehooves around her and whispered into her ear "I love you." before falling asleep.


End file.
